NEW ENGLAND FUNDS TRUST III
N-8A, 1995-08-23
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM N-8A

NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940

     The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

Name:            NEW ENGLAND FUNDS TRUST III                                   
          

Address of Principal Business Office (No. and Street, City, State, Zip Code):

                399 Boylston Street, Boston, MA  02116                         
                 

Telephone Number (including area code):           617-578-1388                 
              

Name and address of agent for service of process:  

Robert P. Connolly, Esq.           copy to:  John M. Loder, Esq.
New England Funds, L.P.                    Ropes & Gray
399 Boylston Street                        One International Place
Boston, Massachusetts  02116               Boston, Massachusetts  02110

Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of Form N-8A:


          Yes  [ x ]       No  [   ] 







SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on
its behalf in the City of Boston and The Commonwealth of Massachusetts, on the
22nd day of August, 1995.

                              NEW ENGLAND FUNDS TRUST III


                              By:/s/ HENRY L.P. SCHMELZER
                                     Henry L.P. Schmelzer
                                     Sole Trustee

ATTEST:


/s/SHEILA M. BARRY
____________________________






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